**EXHIBIT10.9**

**EMPLOYMENTAGREEMENT**

**THISEMPLOYMENT AGREEMENT** is dated as of this 11th day of June 2004 by and between UTSTARCOM,INC., a Delaware corporation (the “Company”), and Philip Christopher, anindividual residing at 108 Fairway View Drive, Commack, New York (the “Executive”).

**WITNESSETH:**

**WHEREAS**,the Executive is currently employed by Audivox Communications Corp., a Delawarecorporation (“ACC”), and is a party to an employment agreement datedMay 29, 2002, as the same may have been amended from time to time, withACC (the “Existing Employment Agreement”); and

**WHEREAS**,in connection with the transactions contemplated by the Asset PurchaseAgreement (the “Purchase Agreement”), dated on or about the date of thisAgreement, by and among ACC, Quintex Mobile Communications Corporation, aDelaware corporation (“Quintex”). Audiovox Communications Canada Co., a Nova Scotia company (“ACCC”;and, together with ACC and Quintex, collectively, the “Seller”), theCompany and Audiovox Corporation, a Delaware corporation (“Audiovox”),the Company will acquire certain assets of Seller; and

**WHEREAS**,the Company desires to obtain the benefits of the Executive’s knowledge andexperience as a full-time employee and to employ the Executive in the mannerhereinafter specified and to make provision for payment of reasonablecompensation to the Executive for such services, and the Executive is willingto continue to be employed by the Company to perform the duties incident tosuch employment upon the terms and conditions hereinafter set forth; and

**WHEREAS**,ACC and the Executive have agreed that the Existing Employment Agreement shallterminate, and the Company and the Executive desire to enter into thisAgreement, both of the foregoing which shall be effective as of the EffectiveDate (as hereinafter defined), and the Agreement shall set forth the terms andconditions of the employment relationship of the Executive with the Companyduring the Term (as hereinafter defined).

**NOW,THEREFORE**, in consideration of the foregoing premises, themutual covenants, terms and conditions set forth herein, and other valuableconsideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereto hereby agree as follows:

# **1.             EFFECTIVENESS OF EMPLOYMENT AGREEMENT**

This Agreement shall constitute a binding obligationof the Executive and the Company upon the execution of this Agreement; provided,however, that any other provision in this Agreement to the contrarynotwithstanding, the terms hereof shall not become effective until theconsummation of the transactions contemplated by the Purchase Agreement (the “*Effective Date*”).  Inthe event that

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the Purchase Agreement is terminated prior to theClosing (as defined in the Purchase Agreement) or the transactions contemplatedin the Purchase Agreement are not consummated, this Agreement shall be null andvoid ab initio and shall terminate without further notice.

# **2.             EMPLOYMENT AND DUTIES**

## (a)           General.  Effective as of the Effective Date, theCompany shall hereby employ the Executive as President, Audiovox HandsetDivision of the Company (territory in North and South America) (the “HandsetDivision”), and the Executive hereby agrees upon the terms and conditionsherein set forth to be employed by the Company in such capacity.  The Executive, in his capacity as President,Audiovox Handset Division of the Company, shall diligently perform such dutiesand have such responsibilities as the Chief Executive Officer of the Company(the “CEO”) may establish from time to time (which, for purposes ofclarity shall not include responsibility for the design and manufacture ofhandsets), and the Executive shall report directly to the CEO.

## (b)           Services.  During the Term, the Executive shall well andfaithfully serve the Company, and shall devote all of his business time andattention to the performance of the duties of such employment and theadvancement of the best interests of the Company and shall not, directly orindirectly, render services to any other person or organization for which theExecutive receives compensation without the prior written approval of theCompany; providedhowever, that no such approval shall berequired in connection with services the Executive performs as a director onany board of directors of which he is a member as of the Effective Date andthat such services do not contravene the provisions of Section 6 hereof.  The Executive hereby agrees to refrain fromengaging in any activity that does, shall or could reasonably be deemed to conflictwith the best interests of the Company.

## (c)           Location ofEmployment.  The Executive’s place ofemployment shall be at the office of the Handset Division located in Hauppauge,New York, but the Executive shall travel to the extent and to the placesnecessary for the performance of the Executive’s duties to the Company.

# **3.             TERM OF EMPLOYMENT**

The term of the Executive’s employment under thisAgreement shall commence as of the Effective Date and continue until the thirdanniversary thereof (the “*Term*”).  Commencing twelve months prior to the expirationof the Term, the Company and the Executive shall undertake good faithnegotiations to extend the Term.

# **4.             COMPENSATION AND OTHER BENEFITS**

Subject to the provisions of this Agreement,including, without limitation, the termination provisions contained in Section5, the Company shall pay and provide the following compensation and otherbenefits to the Executive during the Term as compensation for all servicesrendered hereunder:

(a)           Salary.  The Company shall pay the Executive a basesalary at the rate of $500,000 per annum (the “Salary”), payable inaccordance with the standard payroll practices of the Company as are in effectfrom time to time, less all such deductions or withholdings required by

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applicable law. A performance-based merit increase review of the rate of Salary shall beconducted immediately prior to the expiration of the Term to the extent theparties hereto have agreed to extend the Term pursuant to Section 3 hereof.

## (b)           Annual Bonus.  During the Term, the Executive shall be eligibleto earn an annual gross cash bonus (the “Annual Bonus”) equal to 2% ofannual earnings before taxes of the Handset Division, less all such deductionsor withholdings required by applicable law. The Annual Bonus shall be determined in accordance with generallyaccepted accounting principles, including, without limitation, by taking intoeffect any reductions in such earnings related to standard cost allocations,including, without limitation, costs related to G&A and IT.

## (c)           Stock Options.  The Executive shall be granted under theCompany’s 1997 Stock Plan (the “Stock Plan”) an option to purchase200,000 shares of the common stock of the Company (the “Option”) havinga per share exercise price equal to the fair market value of the per shareprice on the date of grant.  The Optionshall be granted as an “incentive stock option” within the meaning of theInternal Revenue Code of 1986, as amended (the “Code”), to the maximumextent permitted thereunder.  The Optionshall vest and become exercisable over three years at a rate of one-third ofthe shares subject to the Option vesting on the first anniversary of theEffective Date and the remaining shares vesting ratably on a monthly basis overthe remaining two years of the vesting period. Except as provided in this Section 4(c) and Section 5, the Option shallbe subject to the terms and conditions set forth in the Stock Plan and theoption agreement entered into thereunder evidencing the grant of the Option.

## (d)           Expenses.  During the Term, the Company shall pay orreimburse the Executive for all reasonable out-of-pocket expenses incurred bythe Executive in connection with his employment hereunder upon submission ofappropriate documentation or receipts in accordance with the policies andprocedures of the Company as are in effect from time to time.  No expense payment or reimbursement underthis Section 4(d) shall be “grossed up” or increased to take into account anytax liability incurred by the Executive as a result of such payment orreimbursement.

## (e)           Employee Benefits.  During the Term, the Executive shall beeligible to participate in the retirement, medical, disability and otherwelfare plans (the “Employee Benefit Plans”) applicable to seniorofficers of the Company generally in accordance with the terms of such plans asin effect from time to time.  TheExecutive shall be credited with service the Executive completed with ACC forpurposes of determining the level at which the Executive shall be entitled toparticipate and receive benefits under the Company’s 401(k) Plan and welfarebenefit plans of the Company; providedhowever, that anycrediting of service contemplated in this Section 4(e) shall not serve toduplicate the level of benefits payable under the Employee Benefit Plans.  The foregoing shall not be construed to limitthe ability of the Company or any of its affiliates to amend, modify orterminate any such benefit plans, policies or programs at any time and fromtime to time.

## (f)            Life Insurance.  During the Term, the Company shall maintainand pay for premiums on a term life insurance policy for the benefit of theExecutive, providing a death benefit equal to $5 million (the “LifeInsurance Policy”).

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## (g)           Paid Time Off.  The Executive shall be entitled to, on annualbasis, paid time off for a period that is the greater of (i) the perioddetermined under the Company’s paid time off program applicable to seniorofficers of the Company generally as is in effect from time to time and takinginto effect the period of service with ACC completed by the Executive as of theEffective Date and (ii) twenty business days.

## (h)           Indemnification.  To the fullest extent permitted by law, butsubject to the provisions of the Certificate of Incorporation of the Company,the By-laws of the Company and any indemnification agreement entered into bythe Company and the Executive, the Company shall indemnify the Executive withrespect to any actions commenced against the Executive in his capacity as anofficer or director of the Company, whether by or on behalf of the Company, itsshareholders or third parties, and the Company shall advance to the Executivean amount equal to the reasonable fees and expenses incurred in defending suchactions, after receipt of (i) an itemized request for such advance, and (ii) anundertaking from the Executive to repay the amount of such advance, withinterest at a reasonable rate from the date of the request as determined by theCompany, if it shall ultimately be determined that he is not entitled to beindemnified against such expenses, and subject to such other terms andconditions of the  indemnificationpolicies of the Company as are in effect from time.

# **5.             TERMINATION OF EMPLOYMENT**

Subject to the notice and other provisions of thisSection 5, the Company shall have the right to terminate the Executive’semployment hereunder, and the Executive shall have the right to resign, at anytime for any reason or for no stated reason.

## (a)           Termination forCause or Resignation without Good Reason. (i) If, prior to the expiration of the Term, the Executive’s employmentis terminated by the Company for “Cause” (as hereinafter defined) or theExecutive resigns from his employment hereunder for any reason other than for “GoodReason” (as hereinafter defined), the Executive shall be entitled to payment of(A) his Salary accrued up to and including the date of termination orresignation, and (B) any unreimbursed expenses. Except to the extent required by the terms of the benefits providedunder Section 4(e) or applicable law, the Executive shall have no right underthis Agreement or otherwise to receive any other compensation or to participatein any other plan, program or arrangement after such termination or resignationof employment with respect to the year of such termination or resignation andlater years.

(ii)           Termination for “Cause” shallmean a termination of the Executive’s employment with the Company because ofthe Executive’s (A) willful and continued failure to substantially perform hisduties with the Company (other than failure resulting from the Executive’sincapacity due to a Disability (as hereinafter defined)), (B) engagement inillegal, dishonest or fraudulent conduct or gross misconduct against theCompany or its affiliates, or breach of fiduciary obligations thereto, (C) thecommission of an act involving moral turpitude or any other misconduct thatbrings the Company or its affiliates into public disrepute or disgrace orcauses material harm to customer relations, operations or business prospects orfinancial conditions of the Company or its affiliates, (D) plea of guilty or *nolo**contendere*, orconviction, of a felony offense, (E) material breach of this Agreement, (F)violation in any material respect of any policy of the Company that

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causes or may cause serious harm to the Company or itsaffiliates, or (G) material violation of any laws, regulations or regulatorypolicies applicable to the Executive. For purposes of this Section 5, no act or failure to act by theExecutive shall be considered “willful” if such act or failure to act by theExecutive is a result of the Executive’s good faith belief that the act orfailure to act is or was in the best interest of the Company.

(iii)          Termination of the Executive’semployment for Cause shall be communicated by delivery to the Executive of a writtennotice from the Company stating that the Executive will be terminated forCause, specifying the particulars thereof and the effective date of suchtermination.  In the case of Section4(a)(ii)(A) and 4(a)(ii)(E), the Executive shall have ten (10) business daysfrom the date of receipt of such notice to effect a cure of the actionsconstituting Cause, or to effect a cure of the adverse effect such actions, butonly in circumstances where such cure or correction is feasible.  Upon cure or correction thereof by theExecutive to the reasonable satisfaction of the Company, such material breachshall no longer constitute Cause for purposes of this Agreement.  The date of a resignation without Good Reasonby the Executive shall be the date specified in a written notice of resignationfrom the Executive to the Company provided that the Executive shall provide atleast 90 days’ advance written notice of his resignation.

## (b)           InvoluntaryTermination.  

### (i)    If, prior to the expirationof the Term, the Company terminates the Executive’s employment for any reasonother than Disability or Cause or the Executive resigns from his employmenthereunder for Good Reason (such termination or resignation being hereinafterreferred to as an “Involuntary Termination”), the Executive shall beentitled to (A) payment of his Salary accrued up to and including the dateof the Involuntary Termination, (B) payment of any unreimbursed expenses and(C) severance (the “Severance”), subject to the Executive’s executionand delivery to the Company of a release in substantially the form attachedhereto as Exhibit A.  consistingof:

#### (1)           continuation of hisSalary, at the rate in effect on the date of the  Involuntary Termination, commencing on thedate next following the date of the Involuntary Termination and continuingthrough the expiration of the Term (the “Severance Period”);

#### (2)           in the event thatthe Executive elects to receive coverage for medical benefits under theConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRACoverage”),payment by the Company of the cost of the COBRA Coverage for the Executive andthe dependants with respect to which the Executive was receiving benefits underthe medical plans of the Company as of the date of the Involuntary Termination,through the last day of the Severance Period, or until the Executive becomeseligible to participate in a subsequent employer’s medical plan, whicheveroccurs first;

#### (3)           payment of theAnnual Bonus, for the year of termination, payable in a lump sum payment within30 days of the date that the Annual Bonus is normally paid; and

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#### (4)           continued vestingand exercisability of the Option through the expiration of the Term at suchtimes as the Option would normally vest in accordance with the vesting scheduleapplicable to the Option had the Executive continued employment with theCompany through the expiration of the Term.

Anything herein to thecontrary notwithstanding, the Company shall have no obligation to continue tomaintain during the Severance Period any plan, program or level of benefitssolely as a result of the provisions of this Agreement.

### (ii)   Resignation for “GoodReason” shall mean the Executive’s resignation from his employment hereunderfollowing: (A) the assignment to the Executive of duties materially inconsistentwith this Agreement or an adverse and material change in his title orauthority; (B) a material breach of this Agreement by the Company or failure bythe Company to comply in any material respect with its obligations under thisAgreement; or (C) the requirement that the Executive relocate to a locationoutside a thirty-five (35)-mile radius from Hauppage, New York; provided,however, that required travel on business in accordance with Section2(c) hereof shall not constitute Good Reason.

### (iii)  The date of a terminationby the Company of the Executive’s employment without Cause shall be the datespecified in a written notice of termination to the Executive.  Resignation by the Executive of hisemployment hereunder for Good Reason shall be communicated by delivery to theCompany of a written notice from the Executive stating that the Executive shallresign for Good Reason, stating the particulars thereof, and the effective dateof the resignation.  The Company shallhave ten (10) business days from the receipt of such notice to effect a cure ofthe actions constituting Good Reason or to effect a cure of the adverse effectof such actions.  Upon a cure orcorrection thereof by the Company to the reasonable satisfaction of theExecutive, such actions shall no longer constitute Good Reason for purposes ofthis Agreement.

## (c)           Termination Dueto Disability.  In the event of theExecutive’s Disability, the Company shall be entitled to terminate hisemployment.  In the case that the Companyterminates the Executive’s employment due to Disability, the Executive shall beentitled to (i) payment of his Salary up to and including the date oftermination, (ii) payment of any unpaid expense reimbursements, and (iii)disability benefits under the Employee Benefit Plans.  As used in this Section 5(c), the term “Disability”shall mean that the Company determines that due to physical or mental illnessor incapacity, whether total or partial, the Executive is substantially unableto perform his duties hereunder for a period of 90 consecutive days or shorterperiods aggregating 90 days during any period of 180 consecutive days.

## (d)           Death.  In the event of the Executive’s death whilehe is employed during the Term, the Executive’s estate or named beneficiaryshall be entitled to (i) payment of his Salary up to and including the date oftermination, (ii) payment of any unpaid expense reimbursements and(iii) payment of life insurance benefits under the Life Insurance Policy.

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# **6.             COVENANTS OF THE EXECUTIVE**

## (a)           ConfidentialInformation.  As an employee of theCompany, the Executive acknowledges that he has had and will have access toconfidential or proprietary information or both relating to the business of, orbelonging to, the Company or any of its affiliates or third parties and theassets acquired by the Company in connection with the Purchase Agreementincluding, but not limited to, proprietary or confidential information,technical data, trade secrets, or know-how in respect of research, productplans, products, services, customer lists, customers, markets, computersoftware (including object code and source code), data and databases, outcomesresearch, documentation, instructional material, developments, inventions,processes, formulas, technology, designs, drawings, engineering, hardware,configuration information, models, manufacturing processes, sales information,cost information, business plans, business opportunities, marketing, financesor other business information disclosed to the Executive in any mannerincluding by drawings or observations of parts or equipment, etc., all of whichhave substantial value to the Company (collectively, “ConfidentialInformation”).

### (i)    The Executive agrees thatboth during the Term and after the termination of the Executive’s employmentfor any reason, the Executive shall not: (A) use any Confidential Informationexcept in the course of his employment by the Company; or (B) disclose anyConfidential Information to any other person or entity, except to personnel ofthe Company utilizing it in the course of their employment by the Company or topersons identified to the  Executive inwriting by the Company, without the prior written consent of the Company.

### (ii)   Both during the Term andafter the termination of the Executive’s employment for any reason, the Companyshall respect and adhere to any non-disclosure, confidentiality or similaragreements to which the Company or any of its affiliates are, or during theperiod of the Executive’s employment by the Company, becomes, a party orsubject.  Upon the request of theExecutive, the Company shall disclose to the Executive any such agreements towhich it is a party or is subject.

### (iii)  The Executive herebyconfirms that all Confidential Information and “Company Materials” (ashereinafter defined) are and shall remain the exclusive property of theCompany.  Immediately upon thetermination of the Executive’s employment for any reason, or during the Termupon the request of the Company, the Executive shall return all CompanyMaterials, or any reproduction of such materials, apparatus, equipment andother physical property.  For purposes ofthis Agreement, “Company Materials” are documents or other media ortangible item that contain or embody Confidential Information or any otherinformation concerning the business, operations or plans of the Company or theassets acquired by the Company in connection with the Purchase Agreement,whether such documents have been prepared by the Executive or others.

## (b)           Disclosure ofPreviously Acquired Information to Company. The Executive hereby agrees not to disclose to the Company, and not toinduce the Company to utilize, any proprietary information or trade secrets ofany other party that are in his possession, unless and to the extent that hehas authority to do so.

## (c)           Noncompetition.  The Executive agrees with the Company thatwhile employed by the Company and for a period ending on the later of the thirdanniversary of the Closing and the first anniversary following the terminationof the Executive’s employment with the

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Company for any reason at any time (the “RestrictedPeriod”), the Executive shall not directly or indirectly, individually oras an owner, partner, shareholder, joint venturer, corporate officer, director,employee, consultant, principal, agent, trustee or licensor, or in any othersimilar capacity whatsoever of or for any person, firm, partnership, company orcorporation (other than the Company or one of its subsidiaries), in all of thestates and territories of the United States, and all other countries in whichthe Company’s services or products are available during the Term (the ‘‘RestrictedTerritory”), (i) own, manage, operate, sell, control or participate in theownership, management, operation, sales or control of (A) any business thatcompetes with the business of the Company or any of the Company’s subsidiaries,affiliates, successors or assigns (collectively referred to herein as the “Companies”),as currently being conducted or as then being conducted (whether throughstand-alone products or broader products that include equivalentfunctionality), or (B) any business engaged in the research, development,design, marketing, sales, manufacture or licensing of products that aresubstantially similar to any products of the Companies (whether throughstand-alone products or broader products that include equivalentfunctionality); (ii) accept employment with any Client (as hereinafter defined)with the intent or purpose of depriving any of the Companies of businessperformed by any of such Companies by transferring such business to adepartment, division or affiliate of the Client or to a third party; or (iii)request or advise any Client, supplier or other business contact of any of theCompanies to withdraw, curtail, cancel or not increase their business with anyof the Companies.  The Executive herebyagrees to notify the Company of each employment or consulting position heaccepts during the Restricted Period (including the name and address of thehiring party) and shall, upon request by the Company, describe in reasonabledetail the nature of his duties in each such position.  Notwithstanding the foregoing, the Executiveis permitted to continue his investment in Audiovox and to own as a passiveinvestor up to a one (1%) interest in any publicly traded entity.  The term “Client” means anyindividual, partnership, firm, corporation, or other business organization forwhom any of the Companies provides services or advice, has provided services oradvice, has offered in writing to provide services or advice, or with whom anyof the Companies has had discussions followed or accompanied by writtenmaterials or other correspondence regarding the provisions of services oradvice, during the thirty-six (36) month period prior to the termination of theExecutive’s employment with the Company.

## (d)           Non-Solicitation.  As a separate and independent covenant, theExecutive agrees with the Company that during the Restricted Period, theExecutive shall not (i) directly or indirectly, personally or through other entitiesor recruiters, (A) induce, solicit or attempt to persuade any person, who onthe Effective Date is, or subsequent thereto becomes, an employee,representative or consultant of any of the Companies, to terminate orsignificantly reduce his or her employment or other contractual relationshipwith any of the Companies, or in any way interfere with the relationshipbetween any of the Companies and any employee thereof (B) hire or attempt tohire, whether as an employee, consultant or otherwise, any person, who on theEffective Date is, or subsequent thereto becomes, an employee, representativeor consultant of any of the Companies, or (ii), other than with respect tothe Executive’s services provided to any of the Companies, the Executive shallnot, directly or indirectly, whether for the Executive’s own account or for theaccount of any other individual, partnership, firm, corporation or otherbusiness organization, contact or solicit, or direct any person, firm,corporation, association or other business organization, to contact or solicit,any Clients for the purpose of providing or attempting to provide any servicesor advice that are the same as or similar to the services or advice provided byany of the Companies.

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## (e)           Non-Disparagement.  The Executive agrees that at any time duringhis employment with the Company and at any time thereafter, the Executive shallnot make, or cause or assist any other person to make, any statement or othercommunication which impugns or attacks, or is otherwise critical of, thereputation, business or character of the Company, any subsidiary or any oftheir respective officers, directors, employees, products or services.

## (f)            Enforcement.  The Executive hereby acknowledges that he hascarefully reviewed the provisions of this Agreement and agrees that theprovisions are fair and equitable. However, in light of the possibility of differing interpretations of lawand change in circumstances, the parties hereto agree that if any one or moreof the provisions of this Agreement is determined by a court of competentjurisdiction to be invalid, void or unenforceable under circumstances thenexisting, the parties hereto agree that the maximum period, scope orgeographical area reasonable or enforceable under such circumstances shall besubstituted for the stated period, scope or area.  Because the Executive’s services are uniqueand because the Executive has had access to Confidential Information and WorkProduct, the parties hereto agree that money damages would not be an adequateremedy for any breach of this Agreement. Therefore, in the event a breach or threatened breach of this Agreement,the Company or its successors or assigns may, in addition to other rights andremedies existing in their favor, apply to any court of competent jurisdictionfor specific performance, injunctive, other relief of the foregoing in order toenforce, or prevent any violations of, the provisions hereof (without posting abond or other security).

# **7.             REDUCTION OF PAYMENTS.**

In the event that the severance and other benefitsprovided to the Executive under this Agreement or any other agreement orarrangement constitute “parachute payments” within the meaning of Section 280Gof the Code and, but for this Section 7, such severance and benefits would besubject to the excise tax imposed by Section 4999 of the Code, then theaggregate severance and benefits payable to the Executive under this Agreementshall be reduced such that the present value thereof, together with all otherseverance and other benefits under other agreements or arrangements (asdetermined under the Code and the applicable regulations) is equal to 2.99times the Executive’s “base amount,” as defined in Section 280G(b)(3) of theCode.  For purposes of applying theprovisions of this Section 7, the Company shall be entitled to rely on theadvice of legal counsel or a nationally recognized accounting firm as towhether any payments or benefits payable to the Executive constitute “ParachutePayments” under 280G of the Code.

# **8.             ARBITRATION.**

## (a)           Any dispute or controversy arisingout of, relating to, or in connection with this Agreement, or theinterpretation, validity, construction, performance, breach, or terminationthereof, shall be settled by binding arbitration to be held in New York County,New York, in accordance with the National Rules for the Resolution ofEmployment Disputes then in effect of the American Arbitration Association (the“Rules”).  The arbitrator maygrant injunctions or other relief in such dispute, or controversy.  The decision of the arbitrator shall befinal, conclusive and binding on the parties to the arbitration.  Judgment may be entered on the arbitrator’sdecision in any court having jurisdiction.

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## (b)           The arbitrator(s) shall apply NewYork law to the merits of any dispute or claim, without reference to conflictsof law rules.  The arbitrationproceedings shall be governed by federal arbitration law and by the Rules,without reference to state arbitration law. The Executive hereby consents to the personal jurisdiction of the stateand federal courts located in New York for any action or proceeding arisingfrom or relating to this Agreement or relating to any arbitration in which theparties are participants.

## (c)           THE EXECUTIVE HEREBYACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THIS SECTION 8, WHICH DISCUSSESARBITRATION.  THE EXECUTIVE HEREBYACKNOWLEDGES THAT HE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT OF,RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION,VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDINGARBITRATION, CONSTITUTES A WAIVER OF THE EXECUTIVE’S RIGHT TO A JURY TRIAL ANDRELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THEEMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWINGCLAIMS:

### (i)    ANY AND ALL CLAIMS FORWRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED;BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS ANDIMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENTOR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITHCONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.

### (ii)   ANY AND ALL CLAIMS FORVIOLATION OF ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITEDTO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991,THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITHDISABILITIES ACT OF 1990, AND THE FAIR LABOR STANDARDS ACT;

### (iii)  ANY AND ALL CLAIMS ARISINGOUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENTDISCRIMINATION.

# **9.             GENERAL PROVISIONS**

## (a)           No OtherSeverance Benefits.  Except asspecifically set forth in this Agreement, the Executive covenants and agreesthat he shall not be entitled to any other form of severance benefits from theCompany, including, without limitation, benefits otherwise payable under theCompany’s regular severance policies, if any, in the event his employmenthereunder ends for any reason and, except with respect to obligations of theCompany expressly provided for herein, the Executive unconditionally releasesthe Company and its subsidiaries and affiliates, and their respectivedirectors, officers, employees and stockholders, or any of them, from any andall claims,

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liabilities or obligations under any severance ortermination arrangements of the Company or any of its subsidiaries oraffiliates.

## (b)           Tax Withholding.  All amounts paid to Executive hereunder shallbe subject to all applicable federal, state and local wage withholding.

## (c)           Notices.  Any notice hereunder by either party to theother shall be given in writing by personal delivery, or certified mail, returnreceipt requested, or (if to the Company) by telex or facsimile, in any casedelivered to the applicable address set forth below:

|        | (i)    |   | To the Company:   | UTStarcom, Inc.                  |
|--------|--------|--------|-------------------|----------------------------------|
|   |   |   |              | 1275 Harbor Bay  Parkway         |
|   |   |   |              | Alameda, CA  94502               |
|   |   |   |              |                             |
|   |   |   |              | Facsimile No:  (510) 864-8802    |
|   |   |   |              | Attention:  General Counsel      |
|   |   |   |              |                             |
|   |   |   | With a copy to:   | Shearman & Sterling LLP      |
|   |   |   |              | 1080 Marsh Road                  |
|   |   |   |              | Menlo Park, CA  94025            |
|   |   |   |              |                             |
|   |   |   |              | Facsimile No:  (650) 838-3699    |
|   |   |   |              | Attn: Carmen  Chang, Esq.        |
|   |   |   |              |                             |
|   | (ii)   |   | To the Executive: | Philip Christopher               |
|   |   |   |              | [address]                        |
|   |   |   |              | Facsimile. No:  [(___)_________] |

 

or to such other personsor other addresses as either party may specify to the other in writing.

## (d)           Assignment:Assumption of Agreement.  No right,benefit or interest hereunder shall be subject to assignment, encumbrance,charge, pledge, hypothecation or setoff by the Executive in respect of anyclaim, debt, obligation or similar process. The Company will require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise) to all or substantially all ofthe business or assets of the Company to assume expressly and to agree toperform this Agreement in the same manner and to the same extent that theCompany would be required to perform it if no such succession had taken place.

## (e)           Amendment.  No provision of this Agreement may beamended, modified, waived or discharged unless such amendment, modification,waiver or discharge is agreed to in writing and signed by the parties.  No waiver by either party hereto at any timeof any breach by the other party hereto of, or compliance with, any conditionor provision of this Agreement to be performed by such other party shall bedeemed a waiver of similar or dissimilar provisions or conditions at the sameor at any prior or subsequent time.

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## (f)            Severability.  If any term or provision hereof is determinedto be invalid or unenforceable in a final court or arbitration proceeding, (i)the remaining terms and provisions hereof shall be unimpaired and (ii) theinvalid or unenforceable term or provision shall be deemed replaced by a termor provision that is valid and enforceable and that comes closest to expressingthe intention of the invalid or unenforceable term or provision.

## (g)           Governing Law.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of New York (determinedwithout regard to the choice of law provisions thereof).

## (h)           Entire Agreement.  This Agreement contains the entire agreementof the Executive, the Company and any predecessors or affiliates thereof withrespect to the subject matter hereof and all prior agreements and negotiations,including, without limitation, the Existing Employment Agreement, aresuperseded hereby as of the date of this Agreement.

## (i)            Counterparts.  This Agreement may be executed by the partieshereto in counterparts, each of which shall be deemed an original, but bothsuch counterparts shall together constitute one and the same document

 

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**INWITNESS WHEREOF**, the parties have executed this Agreement,effective as of the day and year first written above.
|        | UTSTARCOM, INC.        |
|--------|------------------------|
|   |                   |   |   |
|   | By:                    |   | /s/ Hong Liang Lu |
|   |                   |   | Name: |
|   |                   |   | Title: |
|   |                   |   |   |
|   |                   |   |   |
|   | EXECUTIVE              |
|   |                   |   |   |
|   |                   |   |   |
|   | /s/ Philip Christopher |
|   | Philip Christopher     |

 

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**EXHIBITA**

**RELEASEAGREEMENT**

**THIS RELEASE AGREEMENT**(the “Release”) is made as of this [DATE], by and between PhilipChristopher (the “Executive”), and UTStarcom, Inc. (the “Company”).  In consideration of the mutual agreements setforth below, the Executive and the Company hereby agree as follows:

1.             **GeneralRelease of Claims Against the Company**.  For good and valuable consideration,including the payments and benefits set forth in the Employment Agreement datedJune 11,2004 between the Company and the Executive (the “EmploymentAgreement”), of which this Release forms a part, the Executive herebyknowingly, voluntarily, and willingly releases, discharges, and covenants notto sue the Company and its direct and indirect parents, subsidiaries,affiliates and related companies, past and present, as well as each of its andtheir directors, officers, employees, agents of the foregoing, representatives,advisers, attorneys, trustees, insurers, assigns, successors, and agents, pastand present (collectively hereinafter referred to as the “ReleasedParties”),from and with respect to any and all actions, claims, or lawsuits, whetherknown or unknown, suspected or unsuspected, in law or in equity, which theExecutive, and his heirs, executors, administrators, successors, assigns,dependents, descendants, and attorneys ever had, now have, or hereafter can,shall or may have against the Released Parties as of the date of the executionof this Release, including, but not limited to, any claim arising under anyU.S.  federal, state or local law orordinance, any tort, any employment contract, express or implied, any publicpolicy waivable by law, or arising under Title VII of the Civil Rights Act of1964, as amended, the Civil Rights Act of 1866, as amended, the Equal Pay Act,as amended, the Americans with Disabilities Act, as amended, the Family AndMedical Leave Act, as amended, the Employee Retirement Income Security Act, asamended, the Civil Rights Act of 1991, as amended, the Rehabilitation Act of1973, as amended, the Older Workers Benefit Protection Act, as amended, theWorker Adjustment Retraining and Notification Act, as amended, the Fair LaborStandards Act, as amended, the Occupational Safety and Health Act of 1970, asamended, the New York State Human Rights Law, as amended, New York Labor Act,as amended, New York Equal Pay Law, as amended, New York Civil Rights Law, asamended, New York Rights of Persons With Disabilities Law, as amended, New YorkEqual Rights Law, as amended, and any other discrimination or fair housing law,if applicable, claims for individual relief under the Sarbanes-Oxley Act of2002 (the “S-O Act”) (other than Section 806 of the S-O Act), and allclaims for invasion of privacy, defamation, intentional infliction of emotionaldistress, injury to reputation, pain and suffering, constructive and wrongfuldischarge, retaliation, wages, monetary or equitable relief, and any and allclaims for salary, bonus, severance pay, pension, vacation pay, life insurance,health or medical insurance, or any other fringe benefits, other than thepayment and benefits provided for in or in accordance with the EmploymentAgreement.

2.             **Waiver**.  The Executive acknowledges that he mayhereafter discover claims or facts in addition to or different from those whichhe now knows or believes to exist with respect to the subject matter of thisRelease and which, if known or suspected at the time of executing this Release,

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may have materially affected this Release or hisdecision to enter into it.  Nevertheless,the Executive hereby waives any right, claim, or cause of action that mightarise as a result of such different or additional claims or facts.

3.             **ADEARelease**.  In recognitionof the consideration provided in the Employment Agreement, the Executive herebyreleases and discharges the Released Parties from any and all claims, actionsand causes of action that he may have against the Released Parties arisingunder the U.S.  Age Discrimination inEmployment Act of 1967, as amended, and the applicable rules and regulationspromulgated thereunder (“ADEA”). The Executive acknowledges that he understands that ADEA is a federalstatute that prohibits discrimination on the basis of age in employment,benefits and benefit plans.

By signing thisRelease, the Executive hereby acknowledges and confirms the following:

(a)           The Executive is providing therelease and discharge set forth in this Release in exchange for considerationin addition to anything of value to which he is already entitled.

(b)           The Executive was hereby advised bythe Company in writing to consult with an attorney of his choice prior tosigning this Release and to have such attorney explain to his the terms of thisRelease including, without limitation, the terms relating to his release ofclaims arising under the ADEA.

(c)           The Executive has read this Releasecarefully and completely and understands each of the terms thereof.

(d)           The Executive is aware that he hastwenty-one (21) days in which to consider the terms of this Release, which theExecutive has knowingly and voluntarily waived by accepting the terms of theoffer as described herein.  For a periodof seven (7) days following his acceptance hereof, the Executive has the rightto revoke the release contained in this Section 3 (the “RevocationPeriod”)commencing immediately following the date he signs and delivers this Release tothe Company.  The Revocation Period shallexpire at 5:00 p.m. New York City time on the last day of the RevocationPeriod; provided, however, that if such seventh day is not abusiness day, the Revocation Period shall extend to 5:00 p.m. on the nextsucceeding business day.  No suchrevocation by shall be effective unless it is in writing and signed by theExecutive and received by the Company prior to the expiration of the RevocationPeriod.

4.             **NoRelease for Indemnification Rights**.  Anything to the contrary in this Releasenotwithstanding, this Release shall not release any claims for indemnificationin accordance with applicable laws and applicable corporate governancearrangements of the Company in accordance with their terms as may be in effectfrom time to time.

5.             **Choice ofLaw**.  This Release and therights and obligations of the parties hereunder shall be governed by andconstrued and enforced in accordance with the laws of the State of New York,without regard to principles of conflict of laws.

2

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**INWITNESS WHEREOF**, the Company and the Executive, intending tobe legally bound, have executed this Release on the day and year first abovewritten.
|        | UTSTARCOM, INC.    |
|--------|--------------------|
|   |               |   |   |
|   | By:                |   |   |
|   |               |   | Name: |
|   |               |   | Title: |
|   |               |   |   |
|   |               |   |   |
|   | EXECUTIVE          |
|   |               |   |   |
|   |               |   |   |
|   |               |
|   | Philip Christopher |

 

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